Exhibit 10.4


 


May 14, 2020


B. Riley Financial, Inc.


21255 Burbank Boulevard, Suite 400


Woodland Hills, California 91367


Bank of America, N.A.


Agency Management


555 California Street, 4th Floor


Mail Code: CA5-705-04-09


San Francisco, CA 94104


Attention: Bridgett J. Manduk Mowry


Facsimile: 415-503-5011


bridgett.manduk@bofa.com


Ladies and Gentlemen:


 


Reference is made to
(i) that certain letter agreement, dated January 31, 2020 (the “B, Riley 2020 Backstop”), between B. Riley Financial,
Inc. (“B. Riley”) and Babcock & Wilcox Enterprises, Inc. (the “Company”), executed in
connection with Amendment No. 20, dated as of January 31, 2020, to the Company’s Credit Agreement, dated as of May 11, 2015,
among the Company, Bank of America, N.A., in its capacity as administrative agent (the “Administrative Agent”),
and each of the lenders from time to time party thereto (as amended, supplemented or modified prior to the date hereof and as may
be further amended and restated by the Amendment and Restatement Agreement (as defined herein), the “Amended and Restated
Credit Agreement”), and (ii) that certain Amendment and Restatement Agreement, dated as of May 14, 2020 (the “Amendment
and Restatement Agreement”), among the Company, as the borrower, it affiliates party thereto, the Administrative Agent,
and each of the lenders.


 


Simultaneously with
and conditioned upon the occurrence of the Restatement Effective Date (as defined in the Amended and Restated Credit Agreement),
and in consideration of the entry into the Amended and Restated Credit Agreement by B. Riley and B. Riley’s obligations thereunder,
and other good and valuable consideration, the sufficiency of which is hereby acknowledged, (a) the B. Riley 2020 Backstop is,
and all obligations thereunder are, hereby terminated and of no further force and effect; and (b) each of the Company and B. Riley,
on their own behalf and behalf of their respective affiliates, subsidiaries, officers, employees, directors, agents and attorneys
(collectively, the “Releasees”) hereby mutually release each other from any and all claims, demands, liabilities,
responsibilities, disputes, defenses, causes of action (whether at law or equity) and obligations of every kind or nature whatsoever,
whether liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent that any Releasee may have against
any other Releasee which arise from or in any way relate to the B. Riley 2020 Backstop (the “Mutual Releases”).
For the avoidance of doubt, the termination of the B. Riley 2020 Backstop and the exchange of the Mutual Releases extinguish all
rights and obligations under the B. Riley 2020 Backstop, including without limitation, all rights and obligations of any third
party beneficiaries thereto.


 


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	Very truly yours,	 
	 	 	 
	Babcock & Wilcox Enterprises,
    Inc.	 
	 	 	 	 
	By:	/s/
    Dwayne M. Petish	 
	 	Name:	Dwayne M. Petish	 
	 	Title:	Treasurer	 


 


	Acknowledged and Agreed:	 
	 	 	 	 
	B. Riley Financial, Inc.	 
	 	 	 	 
	By:	/s/
    Bryant R. Riley	
	 	Name:	Bryant R. Riley	 
	 	Title:	Co-CEO	 
	 	 	 	 
	Acknowledged:	 
	 	 
	Bank of America, N.A.,	 
	as Administrative Agent under the
    Amended and Restated Credit Agreement	 
	 	 	 	 
	By:	/s/
    Bridgett J. Manduk Mowry	
	 	Name:	Bridgett J. Manduk Mowry	 
	 	Title:	Vice President